EXHIBIT NO. 99.8(c)
AMENDMENT TO CUSTODIAN CONTRACT
Agreement made as of this 1st day of October, 1989 by and between State
Street Bank and Trust Company (the "Custodian") and Massachusetts Cash
Management Trust (the "Trust").
WHEREAS, the Custodian and the Trust are parties to a Custodian
Contract dated April 25, 1988 (the "Custodian Contract which governs the terms
and conditions under which the Custodian maintains custody of the securities and
other assets of the Trust;
WHEREAS, the Custodian may delegate to Massachusetts Financial Services
Company ("MFS") the performance of certain duties the Custodian would otherwise
be obligated to perform pursuant to the Custodian Agreement;
WHEREAS, the Trust agrees to any such delegation of certain Custodian
duties;
NOW THEREFORE, the Custodian and the Trust hereby amend the terms of
the Custodian Contract and mutually agree to the following:
1) Add new Section 18 which shall read as follows:
18) Delegation of Certain Custodian Duties to MFS.
The Custodian may delegate to MFS the performance of any or all of its
duties hereunder relating to (i) accounting for investments in currency
and for financial instruments (including, without limitation, options,
contracts, futures contracts, options on futures contracts, options on
foreign currency and forward foreign currency exchange contracts and
(ii) federal and state regulatory compliance. The Custodian shall
compensate MFS for the performance of such duties at such fee or fees
as MFS shall determine to be equal to MFS's cost for performing such
duties (the "MFS Fees"). Following its payment of the MFS Fees to MFS,
the Custodian shall recover the amount of the MFS Fees and from the
Trust on such terms as the Custodian and the Trust shall agree. MFS
assumes responsibility for all duties delegated to it by the Custodian
pursuant to this Section 18, and the Custodian may rely on MFS for the
accuracy and correctness of the accounting information provided by MFS
to the Custodian pursuant to this Section 18.
IN WITNESS WHEREOF, each of the parties hereto have caused this
instrument to be executed in its name and on its behalf by a duly authorized
representative as of the aforementioned day and year.
ATTEST MASSACHUSETTS CASH
MANAGEMENT TRUST
XXXXX X. XXXXX By: A. XXXXX XXXXXXX
Xxxxx X. Xxxxx A. Xxxxx Xxxxxxx
ATTEST STATE STREET BANK &
TRUST COMPANY
ILLEGIBLE By: ILLEGIBLE
(Illegible), Assistant Secretary (Illegible), Vice President
